Member Agreement

Jetpcbweb LLC
Terms and Conditions of Quotation and Sale

The Terms and Conditions stated below apply to all quotations and resulting sales orders for the products and services provided by Jetpcbweb LLC (hereinafter “JetPCB”). Any modifications or additions to these terms and conditions must be agreed to in writing by JetPCB.

QUOTATION VALIDITY:

All quoted prices, other charges and lead times are valid for a period of thirty (30) days from the date of quotation. Extension of this validity period will not be acceptable, however, may be considered upon reviewed by JetPCB.

CREDIT TERMS:

JetPCB reserves the right to review the credit history of the Buyer prior to order acceptance. COD Terms may apply and will be so stated on the face of the quotation upon agreement with JetPCB.

TAXES:

All prices will be quoted, all orders accepted all invoices presented, will be exclusive of all federal, state and local excise, sales, value added and similar taxes.

DELIVERY:

Delivery of products by JetPCB will be within the quoted lead time shown on the quotation, or to the delivery date acknowledged by JetPCB. Deliveries based on monthly releases against the Buyers purchase order are subject to review, acceptance or mutually negotiated schedules. JetPCB shall use its best endeavor to meet agreed delivery dates but shall not be held liable for non compliance due to uncontrollable conditions.

METHODS OF SHIPMENTS:

All U.S. shipments are F.O.B. The method of shipment is the Buyers option and so stated in the Buyers purchase order. If no method of shipment is stated by the Buyer, JetPCB will choose a method that insures safe, undamaged, timely delivery of the product.

WARRANTY:

JetPCB warrants that the product delivered to the Buyer will substantially conform to the specifications furnished by the buyer (and acknowledged by JetPCB at the time of order acceptance) and will be free of defects in materials and workmanship. The warranty period will be forty-live (45) days from the date of the products invoice / shipment. During that forty-five (45) day period, it is the Buyers obligation to inspect, accept or reject the product. Notice of rejection must be submitted to JetPCB, who (at its option) can authorize the return of the product for inspection, repair, remanufacture or credit without replacement. JetPCB reserves the right to request samples of the rejected product for inspection and evaluation. If product is returned and subsequently found by JetPCB to be compliant with acknowledged specifications, the product will be reshipped and payment will be due per the original invoice or if a debit was prepared by the Buyer, will be re-invoiced for immediate payment. Any and all returns must be authorized by JetPCB issuing a return material authorization number (RMA): Returned product not referencing a RMA number can not be accepted by JetPCB receiving department.
Other than as set forth above, there are no express or implied warranties, including those of merchantability or fitness for a particular purpose, nor any product sold hereunder. Whether such product is used alone or in combination with any other material.

LIMITATION OF LIABILITY:

(A) JetPCB liability on any claim for loss of damage arising out of an order or sales contract shall not exceed the total value stated on JetPCB's Invoice. Buyer's exclusive and sole remedy on account or in respect of the furnishing of non-conforming goods shall be to secure repair or replacement thereof as aforesaid. Seller shall not in any event be liable for the cost of any labor expended on any such goods or for any special, direct, indirect, incidental or consequential damages to anyone by reason of the fact that such goods do not conform to this Sales Order.
(B) If JetPCB furnished technical or other advice to the Buyer, whether or not at Buyers request, with respect to processing, further manufacture, other use or resale of goods. JetPCB shall not be liable for, and the Buyer assumes all risk of such advice and the results thereof.

PATENTS. COPYRIGHT AND TRADEMARK INDEMNITY:

JetPCB assumes no consequential or other liability and the Buyer agrees to indemnify and hold JetPCB harmless against any and all liability expenses, losses and/or damages caused by infringement of any patent, copyright or trademark.

CHANGES:

Any changes to the product specifications, purchase order, pricing, delivery schedule and other specific terms in the original quotation and/or acknowledged order are subject to the review and acceptance of JetPCB. Changes which alter the original scope of the work to be performed and which have any cost impact must be mutually negotiated, accepted in writing, reflected in a revised purchase order before implementation of the change(s).

TOOLING, DIES, TEST FIXTURES, DRAWINGS, ETC.:

(A) Unless otherwise specifically agreed upon in writing between the buyer and JetPCB, all tooling, dies, test fixtures and all drawings (Hereafter referred to as “Tooling”) used by JetPCB to manufacture the product, shall remain the exclusive property and under the exclusive control of JetPCB and shall not be deliverable to the buyer.
(B) The “Tooling” charges presented by JetPCB to the Buyer at time of quotation and subsequently included in the Buyer’s purchase order and finally invoiced by JetPCB and payment rendered by Buyer, are only an estimate of the cost to the “Tooling” and the Buyer consents, in writing, to pay this amount. Unless otherwise agreed to, sale, transfer, delivery of the “Tooling” to the Buyer is on a sold “AS IS” basis without any warranties whatsoever.

BUYERS FURNISHED MATERIAL(S):

Orders requiring the use of Buyer’s raw material, components and/or equipment are accepted subject to mutually agreed to delivery of said materials. If said materials and/or equipment are deemed by JetPCB to be defective, JetPCB can cease performance on the Buyers order(s) until a remedy to the defective materials is provided and JetPCB concurs with said remedy.

COMPLIANCE WITH LAWS:

The rights and obligations of JetPCB and the Buyer with respect to JetPCB’s quotation and the resulting Buyers contract shall be governed by The Delaware Division of Corporations. For any disputes arising out of this Sales Order, the parties hereby submit to the Supreme Court of Delaware, and agree that the competent courts located in Delaware, will serve as the sole forum for purposes of any suit, action or other proceeding. In the event of any litigation arising out of this Sales Order, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney’s fees, in all matters of collection and enforcement.

TERMINATION:

Any order may be terminated by the Buyer upon not less than forty-five (45) days prior written notice to JetPCB, subject to the following conditions:

(A) Buyer will accept delivery of, and pay for, all products which are completely manufactured as of the effective date of termination.

(B) JetPCB will advise the Buyer in writing as to the Buyers liability for work-in-process material and labor costs actually I incurred plus a reasonable profit. Once advised, the buyer shall cooperate to negotiate acceptance and effect payment for any and all of these costs. Additionally, if “Tooling” costs are to be included in termination charges, costs will be derived as per paragraph 10(B) herein.

(C) If mutual agreement cannot be reached as to the results of termination, JetPCB reserves the right to remedy the matter in the courts per paragraph 12 herein.

ASSIGNMENT:

Buyer shall not (by operation of law or otherwise) assign its rights or delegate its performance hereunder without prior written consent of JetPCB and any attempted assignment or delegation without this written consent shall be void.

NOTICE:

All notices and communication required or permitted to be given to JetPCB shall be in writing and shall be given by registered or certified mail, postage and fees prepaid and sent to the address on the front of the quotation or order acknowledgement.

BUYER’S DEFAULT:

Upon the happening of any one or more of the following events:

(A)Buyer’s default in the payment of any sum due to JetPCB hereunder.

(B) Buyer’s default in the performance of any other provision of these terms and conditions for a period of more than ten (10) days after delivery of written notice of such defaults to Buyer by JetPCB. Then JetPCB, at its option, may exercise one or more of the following options:

Then JetPCB, at its option, may exercise one or more of the following options:

(A) Withhold delivery of any goods which are subject of the order or sales contract.

(B) Stop delivery of goods in the possession of a carrier or other parties and cancel the order or sales contract.

Exercise any and all rights and privileges that JetPCB may have under the laws of Delaware. All of the above and none other constitute the entire terms and conditions of quotation and sale of JetPCB.